Equestrian Revolution
by Valrek777
Summary: An Earth Pony named Valrek gets into a research accident, which turns him into an Alicorn. He goes into hiding, then starts up an uprising to get a nation to rule over. Celestia, in a research accident becomes corrupted by a strange thing from another dimension. Valrek Declares war and takes over Equestria to save it from the now corrupt Celestia.
1. Chapter 1

DISCLAIMER: I do not own My Little Pony, Friendship is Magic. It is owned by Hasbro. This story is based on the show, and it does not reflect my opinion on any character. This is just an idea I came up with, that I thought was interesting. Enjoy!

[WORK-IN-PROGRESS:I am still adding ideas, and updating. If you read this, and have ideas or recommendations, please do so, it would help a lot, even if it isn't accepted]

**Introduction to Valrek, the main character.**

Valrek is a dark grey male earth pony, with a light grey mane and a red streak with a matching tail. He is a scientist studying differences between earth ponies, pegasi, and unicorns. But what he considers most important- Alicorns, and how there can be all three types in one. He works for Celestia, in her department of research and technology. He is highly ranked, mainly due to his calling- Logic. This contributes to his great intelligence and sharp mind . He is also highly respected due to an important, top secret discovery: Magicalite. Magicalite is a crystal that actually stores magic, and releases it when electrically charged. He is now the head scientist in charge of a team that is studying a large deposit of Magicalite that was found in a cave in the Everfree forest, opposite of Ponyville.

**PART I**

"Watch your head, Onyx, you never know when the ceiling drops." says a dark grey earth pony, as he leads a group of 3 archeologists through a cave, with low-light lanterns. "Don't worry, I can see what's-" *smack*. He hits his face on a stalagmite. "You were saying?" chuckles a white pegasus behind him. "Thanks for the heads-up, Jay..." mutters Onyx, as he rubs his head tenderly. "Can it, you two, you've been horsing around all day. We are here to study something top-secret, try to act like it." barks a Royal Guard unicorn. "Settle down, sergeant. This is research, not boot camp." says the grey pony. "With all due respect, Valrek, this mission is serious. We found a massive deposit of that crystal stuff, and we need to secure it before anyone else finds it." grumbles the sergeant. They enter a large opening in the cave, bustling with activity as ponies mine the Magicalite out of calcium-rich rock. They put the crystals on mine carts that lead to another large area where teams of strong pegasi lift up the mined crystals out of the room in covered containers to take to a research complex in the mountains. But some get taken to a small room close to the surface, where unicorns put magic into some crystals, testing how much magic the Magicalite can contain. "Who do you think is out to find this? Some random pony exploring the forest? The closest civilized area is Ponyville, but that is on the other side of the Everfree forest. And if, by some chance, somepony finds us, we can let the your Guards deal with them. That was Celestia's instructions.". The sergeant nodded in agreement. Then he went to issue orders to his Guards. "Onyx, Jay, follow me, I need to show you something.". Valrek walked towards the research lab, with the two ponies obediently following. "So why are we here? I'm a rock specialist, and Jay is an expert in genomes and pony physiology." says Onyx. "This is even more top secret than the rest of these operations, and you both swore secrecy. So listen carefully." Valrek closes the door separating the lab from the rest of the mine, and continues. "We have been charged with the study of how magic works, the origin, the strengths, weaknesses, and most importantly- how it holds our universe together.". The two ponies' jaws dropped. This was a deep subject-one that, in the wrong hooves could decide the fate of all existence. If they succeed. "Why would anypony want to know that? I mean, Celestia and Luna already rule Equestria. What more could they want?" Jay asked after a long silence. "I don't know, but she's the princess, and we are under direct orders. Now, we have a job to do. Onyx, help the other ponies set up a lightning rod, we need power to run this lab, and after that, figure out the magic properties of the Magicalite. Jay, you go examine the DNA samples taken from ponies, and try to find the source of magic in unicorns." ordered Valrek. Onyx and Jay went off to do their work, and Valrek went off to his room, closing the door behind him. _Why _does_ Celestia want to know how the universe works?_ He goes to a safe he has hidden in the wall, opens it with the combination, and takes out folders filled with papers. He looks over his studies- years of secret research on a forbidden subject: Alicorns. He has noticed

their pattern of behavior- always in power, sometimes even putting everything at risk to get it. _Things just keep falling in the same pattern, suggesting he same thing... Could it be? Under the cover of a kind princess, could she be power hungry? Doing all she can to spread her sphere of influence? She already rules Equestria... And now it seems- she wants more._ He shakes his head, taken aback at the thought. He has the theories, the evidence, but how can he prove it? "I guess I'll figure that out later... I need to get back to work...".

The next day, there is an urgent knock on the door. Valrek groggily gets up and opens the door to see an out-of-breath Jay and Onyx. "What happened?" asked Valrek. "We found something astounding! An earth pony or Pegasus can cast a spell from the Magicalite!". This surprised Valrek, and he rushed over with the other two to the lab, where Onyx demonstrated the new-found property of the crystals. "That's amazing! The thought that with a crystal of Magicalite, charged like a battery, any pony can use magic! This could be revolutionary!". Just then, a pegasi rushed in, "There is a thunderstorm heading this way, and the lightning rod is ready, should we connect the Magicalite?". Valrek smiled, he has been waiting for this. "No," he answered, "I'll get my own sample to use". The three ponies looked at him quizzically, but agreed. He went into his room and brought out a fine sample of Magicalite, as pure as can be found, glowing brilliantly with magic stored inside... Alicorn magic. He got the sample from Celestia herself, as a reward for discovering the amazing crystal. And he has been saving it for a situation like this. They placed the crystal between two coils, connected via thick wires to the lightning rod. They set up a variety of cameras and sensors to monitor everything, and sealed the whole area in a ballistic glass cover, for safety. They waited, watching a radar as the lightning got closer and closer, until alarms went off warning of a buildup of a charge- signaling an imminent strike. Then, in a blinding flash, the could lit up and an amazing arc of electricity passed between them- hitting the crystal. The magic released in a violent explosion, shattering the protective covering, sending clouds of pulverized calcium deposits directly at the spectators. Then darkness.

Valrek woke up, buried in debris, hearing frantic voices overhead. He called out to let them know he was there, alive. As they were digging towards him, he noticed some things, first, he felt numb all over, and surprisingly, not hurt as far as he could tell. And, he felt wet. When the workers reached him, they gasped. He asked them why they looked so shocked, but they didn't answer him. When he got up, he was taller, which shocked him. Then he ran to his room. Where he had a mirror. When he saw himself, he nearly fainted at what he saw. He was an Alicorn. And then he noticed why he was wet- his back and sides were covered in blood. But he couldn't find any wounds other than some minor bruises and scratches. He walked back to the lab, which was now just a collapsed hole in the mine. What he saw made his stomach turn. Jay, the Pegasus, at least what was left of her, was being lifted from the very pile of rubble Valrek just climbed out of. _How could this happen? I was right there with them! And how am I an Alicorn? _he thought. Then something hit his mind- He was behind the rest of them when the explosion happened. At the time, he was mildly irritated that they all rushed ahead of him, but now he just felt lucky. He was the only survivor in that room. Then he snapped back to the present time when he noticed everypony staring at him. "I.. I don't know know how this happened..." he stammered, feeling the shock of the situation as the workers and guards stood there, jaws hitting the floor. The sergeant then walked up to him, and said "Valrek, I'm sorry, but I'm going to have to put you under arrest to question you in Canterlot.". Valrek backed away, saying "What did I do wrong? This was an accident!" The sergeant and other guards closed in on him, saying he didn't have a choice. Valrek then remembered some of his studies- even though he was an earth pony, he read many books with spells and other magic teachings. Now he was going to put them to the test. He raised his head, and his horn glowed a strange dark green, as he released a spell knocking all of the ponies in the area unconscious. He then disappeared out of the mine and into the forest...


	2. Chapter 2

**Part 2**

One year later...

Valrek has discovered, and now lives in an ancient structure(it's original purpose unknown) that is like a stone palace, but underground and hidden from above-ground view. He found it a month after his flight from the mine incident, by accident. He was wandering the Everfree forest, looking for a place to live, and to think. He then fell through a weak layer of broken stone, which turned out to be the entry to the underground palace. He then explored it, using his Alicorn magic as a useful tool, providing light, repairing sections of the palace, and cleaning it. It took about two months, but he succeeded in his task. He then began to think and research. Now that he is an Alicorn, he could do research like never before. His findings changed his life dramatically. He learned(and proved) that Alicorns have a craving for power, to rule. Peacefully or not. But he was different- for he was not born an Alicorn. He still has a craving to rule, but it is controlled. He felt satisfied to find this palace, to lord over it. But he had nopony to rule over. He began thinking of a plan- to return to Celestia. He would do something that is unheard of in Equestria- take land from the princesses. Hopefully they wouldn't mind, for there are still free territories that they planned on expanding to. He also looked at their method of governing, and has seen that Equestria is in a technological standstill. Most new technologies were restricted or even completely rejected. He has thought of so many technologies, which are now in chambers in his palace, being developed and improved. He wants to use these discoveries and developments to revolutionize he world. He would do anything to help Ponykind progress, and get out of this rut that Celestia had put them in.

_It's empty here... I need to find some ponies to share these ideas with._ Valrek thought. He has been lonely, and his radical ideas seem useless without others to share them with. He then has an idea. _I can use my magic to disguise myself to go into a town, to look for open-minded ponies to gain an audience for my findings._ He then thinks of ways to be a great leader._ I must be outgoing, not timid. I want to be confident, or else nopony will believe in my ideas. I need to be just, punishing when needed, rewarding when deserved. I must be accepting of other's ideas, the more minds, the better. I need to be accepting of new ideas, and not let my society grow stagnant, like Equestria is now. And I must adapt. I should also keep myself in check, and appoint representatives. I don't want to end up as a dictator, mad with power._ He feels very confident now, and so he prepares to go to the nearest town. He then looks at his map- and the closest town is Ponyville. Home of the six legendary ponies Applejack, Rarity, Pinkie Pie, Rainbowdash, Fluttershy, and Twilight Sparkle. This might be a problem, because they are devoted to Celestia. But it may also provide an opportunity, because if he can win one or two of them over, he will have a massive advantage. He casts a spell on himself, making him look like a grey earth pony, wandering Equestria.

A grey- colored earth pony walks into Ponyville, curious and exited. He looks through stores, talks to ponies, learning news, events, etc. He then walks down Sugarcube Corner, and enters a bakery. Not three seconds after he sets hoof into the sweet-smelling bakery, a pink pony rushes up to him and says "Hi! I've never seen you here before, are you new here? Wait- I know everypony in Ponyville, so you are new here! Welcome! What's your name? What's your favorite color? Where are you from? Do you want a cupcake? Pie? Cookies?". He is stunned by the speed of which she talks, and it takes a while for the questions to sink in, so he smiles and answers "Yes, I'm new here, my name is-" he stops for a second, to he forgot to think of a name, then he remembers one that he had used before "-Spark Valor.". The pink pony cocks her head. "That's an interesting name... I love it! My name is Pinkamena Diane Pie, but my friends call me Pinkie Pie. Do you want to be my friend?" she asks. "Sure, Pinkie. Can you do a new friend a favor?". Pinkie pie jumps up and down, saying "Sure! What is it?". "Can you give me a tour of Ponyville, and introduce me to your friends?". She nearly exploded at the request, and explained nearly everything she knew about everything, took him to every nook and cranny of Ponyville, introducing him to everypony there. He met Applejack on her farm, Fluttershy at a tree, getting a mean-tempered cat down, which apparently belonged to Rarity who nearly fainted when she learned of it. He met Rainbowdash as she was chasing a stray rain cloud. And finally, he met Twilight Sparkle at her library, reading. He also met Spike, a baby dragon with a taste for gems, so he gave him a piece of Magicalite, of which he had no idea what it was, but liked it nonetheless. After this day of thoroughly exploring Ponyville, Applejack offered to let him sleep in the barn for the night, which he accepted. And when he was alone, he renewed his spell, and went to sleep.

Valrek(known as 'Spark Valor' to the rest of the town) woke up and began his day, looking for potential followers. He did this by using his magic to find the ponies with interests in radical ideas- such as a new leader, and giving them a map to a meeting place. He also told them to keep this a secret, for things wouldn't end well if everypony knew of this- especially what he called 'loyalists', ponies who are devoted to the princesses. He even had the luck of finding some pegasi who were traveling all across Equestria.

Two days of looking for supporters proved very successful, he had 46 ponies going to the meeting place. When they arrived, he had information packets, containing his research, goals, problems with the current society, promises for improvements, etc. They loved it, and begged to meet Valrek. Spark Valor(Valrek in disguise) told them that if they prove their support to him, by doubling their numbers, they would see him.

It took a month and a week, but the supporters doubled their numbers, and went to another meeting place, more secluded this time. There, Spark Valor revealed himself as Valrek. This shocked them, but they cheered, which filled Valrek with pride._ I'm doing it! I am leading! Now, time to go into the next phase- organization and growth._ He told them his research, ideas, etc. They were fascinated, and surprised their leader by how much of a success this was. he then appointed some of them with jobs, assignments, and began setting up an organized network of supporters. This happened over the purse of 3 weeks, and by the time they had a network structured and set up, here were over 200 ponies, from Ponyville and other towns, the travelers succeeded. They moved their meeting place to his Palace, that they called 'Amelioration', which means 'Progress'. Valrek's speeches became more and more revolutionary, and now that they were in an underground Palace, the crowds cheered and shouted their approval, they shared information, ideas, developed new things, and enjoyed the freedoms that Valrek provided, that they never knew that Celestia withheld. They agreed that she wasn't a tyrant, but that she was stuck in her ways, and did not want things to change. But Valrek wanted change, progress, and all the things that came with it.

By now, the followers began setting up posters, leaving leaflets and fliers places, and openly voicing their opinions, which caught all of Equestria off guard. This also got the attention of Celestia herself, and she announces that this uprising, although peaceful, was unlawful, and declared it a crime to support any other leaders other than Luna and herself. Luna was lenient, and a bit more accepting, but willingly supported her sister's decree. They then sent patrols of Royal Guards out to stamp out the uprising. This caused the followers of Valrek, who called themselves the 'Vanguard' to be more careful. The new law shocked the other citizens. And this caused more of them to be more accepting of the Vanguard's ideas. Then Valrek told them that he wanted to do a parade, or march through Ponyville, which is a symbol for Celestia's loyalists because of the six legendary ponies.

One week later, The Vanguard had official uniforms, dark grey with red lining, and Valrek's cutie mark(a gold circle with a triangle pointing to the middle) as an insignia. A day after the uniforms were issues, they formed up for the march- a display that Valrek is real, and they are serious about the revolution. He then planned to go negotiate with Celestia herself.

The Vanguard formed up, some holding banners and flags, some holding propaganda, others with cases full of new uniforms for possible new members. Then, they march forward, toward the main street of Ponyville...


	3. Chapter 3

**Part 3**

As the Vanguard and their leader Valrek parade down the main streets of Ponyville, the residents came out of their homes to watch them. This surprised most of them, for it was an open act of rebellion against the only leader Equestria ever had. Some even gathered up the courage to ask about joining the Vanguard. Then the Royal Guards arrived. They attempted to dispel the parade and arrest Valrek and his Vanguard, but they had prepared for them to come, so the unicorns used their magic to stun and temporarily paralyze some of the Guards, and the other ponies in the parade brought out hidden Magicalite crystals to join in their defense, and they continued their march. The bystanders were amazed at the effort and dedication of the Vanguard, and even more joined, but others just took cover and continued watching. The marching Vanguard arrived at the center of the town, where the six legendary ponies were gathered, and they just watched. They were stunned, for this was unheard of, because there has never been a rebellion against the Princesses. Then Twilight said "This does not look good. Girls, I think there will be a lot of trouble coming.". The Vanguard continued marching until they left Ponyville, and then went back to the Everfree forest back to Amelioration(Valrek's hidden palace). They were careful to not return all at once, to keep the place hidden.

When the paraders returned, with the new recruits, hey were sworn in. They then celebrated, for the news of this open uprising against the Princesses has spread quickly, and their numbers continued to grow. They weren't just a group of rebels anymore, they were now powerful enough to change the world, if led the correct way.

The next day, Valrek heard that Celestia wishes to speak with him. He took this opportunity with great excitement. He and a group of fifteen Vanguard went to Canterlot, and met her in the Canterlot castle. As soon as the doors closed for the two of them to speak privately, her personality changed from her usual royal composure to serious. "What are you thinking? I have ruled for millennia, what makes you think my rule is inadequate?" she hissed. "You have not let Equestria and it's citizens progress like a society should. You stop any technological advancement, or any advancement whatsoever. We have been stuck ever since you stabilized Equestria. Yes, you saved usual from anarchy, but I do not believe that you have the capability to lead a nation beyond that.". Celestia stared him down. She spoke to him again, in a calm, but serious voice "You do know that I will do anything to quell your uprising. What you do is a crime, and you have no business feeding this rebellious nonsense to Equestria. But I do need your help with something.". This caught Valrek off guard, and he cocked his head and asked "What is it?". "You were my head of my science department, so I know you have a talent for science and technology. And I have a top secret project that I need your help with." she asked in a neutral tone. "Why would you ask me to help you? I am the leader of a rebellion AGAINST you. How will this benefit me and my Vanguard?". "Because it you help, you and your 'Vanguard' will get a part of it, which may give you part of what you want. What do you say?" she said, as Valrek stared at her, wondering what the 'benefit' is. "What is it?" he asked. Celestia answered "I am working on expanding Equestria- beyond our world. To another dimension.". Valrek's jaw dropped. "That's impossible! You need to first find a dimension with the same laws of physics for us to survive in, and a way to travel there safely!" he said excitedly. "I have found a suitable dimension, but need your help on he traveling part. I will lead you and no more than thirty Vanguard there to help. And we will not be hostile, for we need your help."."Okay, I will help, but only of we get a part of it. And also if there isn't any others there that already own it. I won't take it from any natives that have their own society." he agreed. Then they left the conference room. Valrek got more of the Vanguard to come with him, thirty in all, to their meeting place with Celestia and some of her Guard. They set off towards a remote mountain, with a hidden entrance to a structure within. They were led into a large room, and stopped immediately at the sight they saw in front of them.

Valrek and his group of followers stared at the monstrosity before them. There was a massive portal-like structure. "We only need to find out how to keep the portal open. We have opened it, but it only stays open for two or three seconds." Celestia said as Valrek was staring at the portal generator. "Show me the schematics and how it works, I'll figure it out." he said after a minute of thought.

It took two days to figure it out, but Valrek and his Vanguard figured out how to keep the wormhole stable in the generator. They upgraded the generator, and prepared to test it, with a Royal Guard suited up to scout out the new dimension. "Portal activation in one minute!" An operator announced. "Are you sure about this?" Valrek asked nervously. Celestia smiled, "Very. This will be the greatest success in Equestrian history. And my influence will grow massively.". Valrek did a double take and said, in a shocked voice "What? What do you mean?". "What I mean is that you aren't getting anything. And this will help me quell your rebellion, AND give me a new land to rule over.". Valrek stood up tall, and said "So this was a trick. You only used me and my scientists to spread your empire... You will regret this!". "Not if you aren't here. Guards! Arrest them!" Just then, Celestia's soldiers came out of hidden rooms and hallways and overwhelmed the unprepared Valguard. "You fool, did you really think that I would give in to any of your terms? I will rule forever, as I rightfully should." Celestia said menacingly. "You are a tyrant. Masking it with a cloak of kindness." said Valrek. Just then, the operator of the generator started counting down "Seven, six, five, four, three, two, one- activating wormhole!". The generator flashed in a brilliant shade of blue, and stabilized. But just then, something came out. It looked like a shining mist, then vanished. Alarms went off, and the wormhole collapsed, destroying the generator. The ponies then got dizzy, and figured that it was the mist, they tried to get out, and they opened up the entrances, but it was too pony in the structure had passed out.

When the Royal Guards and Celestia woke up, they looked around and

found out that Valrek and his Vanguard scientists had escaped. "No! They got away!" she yelled. _That's it._ Celestia thought. _That's one reason why I don't like new technology. _Then she had a thought that she never had before. _No one needs to know of this! Maybe I should silence these Guards and scientists... news of this could get out... _She gave in to these thoughts, and then ordered them all to go into the meeting hall of the structure in the mountain. They obeyed. Celestia then used her magic to take out the screws and bolts that held the support beams, and flew out of the collapsing research base. No pony left the wreckage.

Valrek arrived at Amelioration with the rest of the ponies who were win him at Celestia's portal generator. He then heard what happened at that mountain. It collapsed due to an 'accident' and Celestia was the only survivor. He thought about it and was disgusted at the only explanation he could have thought of for it. _She must have destroyed it to make sure it was secret. She killed her own Guards and scientists! _There was at least a bright side to it- he knew she would never try that portal again, now that she saw that nothing physical can go through it. _But what was that mist?_ he thought. _After that mist came through, I kept having these strange thoughts..._ The thoughts came back- _Those ponies... The ones loyal to Celestia... They must go down with her! _He was repulsed by the thought, although it was tempting, for it would make everything a lot simpler, and it could assure absolute control... _No! I must not give in. These strange thoughts... must have come from that other dimension- Therefore they have no place here! _He asked the ponies that were with him, and they said they felt normal, except a but shaken by the whole incident. He figured that it only affects Alicorns. _So that means... Celestia must have these thoughts too! That's why she massacred the ponies at the mountain! That must mean that she gave in to these temptations... this is bad, VERY bad. Equestria cannot have a leader like that._ He shook his head. _I must do anything possible to keep Equestria from falling to whatever monstrosity came out of that portal. Even if it means war._ A small group of Vanguard spies trotted up to Valrek. "Sir, we have news." the leader of the group said. "What have you got?" Valrek said. "We have reports that Celestia is raising an army, and producing more weapons. I believe that she means to fight us off.". Valrek sighed. "Tell all Head Generals to improve production to the maximum output, begin training and recruiting soldiers, and to prepare for the worst. I dont want to be caught off guard in case she tries something." he said. "Yes, sir!" the officer replied, and he then rushed off to convey the called up a Courier, wrote a message requesting a meeting, and told her to send it to Celestia. It was accepted the next day.

The two Alicorns walked into the discussion room. Valrek was surprised to see Luna there. "I feel that she needs to be a part of this too. We do rule together." Celestia stated. Valrek agreed, and so they began to talk. Two hours into the negotiations, Celestia told Valrek "We will not let you continue this uprising! I will do anything possible to keep my rule over Equestria, and this is FINAL!". Valrek looked at Celestia calmly, mildly surprised at her outburst. "Luna, do you mind if your sister and I speak alone?" he asked. Luna looked confused, but agreed, and left the room. Valrek turned to Celestia and said "Celestia, are you feeling alright?". She cocked her head, and replied "I feel fine. Why do you ask?". "You have not been the same since the incident at the mountain. Have you had unusual thoughts afterwards?" he asked. "I have, and they have helped me greatly. I can run my kingdom much better and with more control now." she said proudly. Valrek sighed sadly, looked at her, and said "Those thoughts are not good, Celestia. they are from another dimension. They do not belong here, and will only lead to greed, lust for power, and more destructive things. Get rid of these temptations, and banish them from your mind.". Celestia stared at him intensely. "I don't believe you." she said. Valrek stared back at her. "I think you are making this up so that you can get to me, and take away Equestria! But I will not let you. YOU are the one who will bring this world down, but I have to prevent this at all costs!" She yelled fanatically. "Now you are getting paranoid! I am trying to help you, and save Equestria from whatever is corrupting you!" Valrek shot back. "I will NOT listen to your lies! No matter _what_ you say, I will run my kingdom how I see fit!" She said. Valrek knew he couldn't do anything more. "I will do every thing I can to save Equestria from this." he said. "I am done with this subject. Luna is coming back" Celestia said, just before Luna walked in. Valrek said "I will give you two a week to think this through.". Luna told Celestia "Sister, I think it is a good idea to think this over. Right now, I can only see two choices. Let him have what he wants, or we settle it another way, which only looks like a war of some sort.". "She has a point" Valrek said, looking at Celestia. She agreed and Valrek left. "Celestia? Do we really have to go to war? Ponies will get hurt. And many will die..." Luna said. "It will be for a good cause. We need to keep our nation, and way of life Luna. We will win this."

Valrek arrived at Amelioration, and went straight to a dining hall. He was famished. And nervous. His four top Generals followed him. "How did the negotiations go?" a large, brown stallion earth pony asked. "We might go to war, Ironhoof." Valrek answered. "We have a week to think of some other way to figure this out.". "Want me to order some ponies to watch them, to see what they are doing?" said a white and grey pegasus mare. "That would be useful, Silvereye. That way I can we can know what to make." an orange stallion unicorn added. "Good idea. Silvereye- get some information on what the Celestia's Royal engineers, army, and scientists are doing, and give the information to Ironhoof, so he can issue training accordingly, Geartail so he can know what to make, and to Shimmermane, so he can use it for research." he nodded to a blue unicorn stallion with a white mane. They then head off to do their jobs.

One week later, Valrek is waiting at the negotiation room for the princesses. After about ten minutes, Celestia trots in. Valrek gets right to the point. "So, what decision did you reach?". Celestia stared him down and said "I will not give in.". Valrek sighed and stood up. "Your choice. And I can guarantee that you will regret it.". He then walked away.


	4. Chapter 4

**Part 4**

Valrek got back to his palace, Amelioration, and told the Vanguard the news. He remembered that he needed to thank Ironhoof for training them in case of this. And he needed to thank Geartail for the armor and weapons. That night, he announced the news to all of the Vanguard, and sent word to the others that aren't at Amelioration. War was declared.

The news spread like a wildfire throughout Equestria. And many ponies began to prepare for the worst. Most bought extra food, just in case. Others fortified their homes. There was also panic among some ponies, for there had never been a real war in the known Equestrian history. The panic soon calmed, for there was calm for two and a half weeks before the war showed itself.

"Are you sure we should be out here?" said a nervous Fluttershy. "With this war, anything could happen!". Rainbowdash flew over and plucked her out of the tree she was hiding in. "Yes, we're sure. Nothing has happened so far, and I honestly don't think anything will happen. Also, I don't believe locking yourself up in your house for a week on end is good either.". The others chuckled. They were not worried about the news that reached them over two weeks ago, for they didn't believe it would really come to that. So they decided to have lunch at the edge of the forest, and have a day to relax. "Now, who wants to have some of Granny smith's apple pies?" announced Applejack, uncovering a delicious-smelling basket of pies. "Me me me me me me me me me!" cried Pinkie pie, as she ran over and devoured a whole pie, and picked up another just as Rainbowdash flew over and took it from her. "I think she brought them for everybody, Pinkie." she said as she set the pie down on the cloth they spread out on the grass. "Oops, sorry. I was just craving some of those." said Pinkie pie. "Don't worry, everypony. I think there is enough for us all." said Twilight Sparkle. "She would have anticipated a hungry Pinkie.". "She's right, I brought enough for all y'all, even Pinkie pie.". They all laughed. "Well, I just hope this time she tries to eat with some manners. I just groomed my mane." said Rarity, looking at Pinkie pie gobble down a pie and reach for another. "Aww, but that's no fun! I'll eat over here, so you won't get pie'd by my pie.". They all sat down and had their fill of the pies and some carrots Twilight brought. Then they began talking. "I am so bored most of the time... These Guards here are always telling me to slow down, be careful, don't go here, don't go there... When this whole war thing is just going to fizzle out!" said Rainbowdash in an irritated tone. "They're just doing their job, Rainbowdash. I'm pretty sure they will go away soon. I just wish my brother were stationed here. It would be nice to see him again." said Twilight. Fluttershy squeaked and hid behind Rarity. "What are you doing? You nearly scared me to death!" Rarity said in an exasperated tone. "I-I saw something m-move in the trees..." Fluttershy stammered. "It's probably just a squirrel, don't be such a scaredy-cat." mocked Rainbow. "But I'll check it out if it makes you feel better.". She then flew lazily to the tree line, and into the trees. At the same time, three armed Guards flew by on a patrol, and said "There she goes again... Let's get her out of there...". They flew into the trees, after Rainbowdash, saying "Come on, get out of there. Nopony is allowed in here.". Then there was a loud *crack*. All of the ponies' heads snapped in the direction of the sound. *crack crack*. They were now alarmed. "Rainbowdash! Get out of there!" they yelled repeatedly, afraid for their friend. *crack crack*. They got up and started yelling louder for her, then *zzzip, pop* something flew past them, and hit a branch behind them, splintering it. And just then, three ponies came flying out of the forest, with panicked expressions. "RUN!" They yelled. The five ponies quickly obeyed, seeing Rainbowdash in front of the two Guards. They raced towards the town, and stopped at Twilight's library, then stopped to catch their breath. "Weren't there three of you that went in to find Dashie?" panted Pinkie pie. "yeah, why-" he stopped. "Where is he?" yelled the Guard. "I don't know, I lost track of him when... They began shooting...". The ponies gasped. "D-does that mean-" Fluttershy said before she fainted, along with Rarity. "Dear sweet Celestia... And we all were just talking about the war not even coming." Twilight whispered. "C'mon girls, we have to tell somepony what happened.". The guards went off to tell their commander. Rainbowdash told the mayor. The other ponies brought Fluttershy and Rarity inside of Twilight's place to wake them up.

They later found out that the shooters in the forest were Vanguard scouts. And the body of the fallen Guard was recovered, after a thorough search of the area proved it safe, for now.

News of the first shots of the war reached Valrek, and he was not pleased with it. "What were you thinking?" he said loudly to the squad of scouts. "Now Celestia can use this to make us seem horrible. Now, who fired first?" he stared at each one of them, and one of them spoke up. "The Guards fired first,sir." he said. "Yes sir, we tried to hide, but they spotted us in the brush, and tried to shoot us." another said. The rest agreed. "Oh really now? Let's see how this goes, then. I apologize for jumping to conclusions.". He turned around, and went to his room.

"Did you hear? The Rebels murdered a Royal Guard!" said a teal pony. "No way! You're joking, right? Because that isn't funny." responded her maroon and pink friend. "It's true! Haven't you read the news? Celestia herself announced it.". Rainbowdash and Twilight Sparkle were walking down a street in Ponyville, trying to calm Rainbowdash's nerves. "So, what happened in there? If I may ask." asked Twilight softly. "I don't really know." said a stressed Rainbowdash. "It all happened so quickly. One second I'm looking for a squirrel or whatever could have made Fluttershy scared, and the next-" she took a deep breath "- and the next, Guards and rebels are shooting at each other. I didn't know what to do until a Guard shoved me and told me to get away from there.". Ever since the incident two days ago, Rainbowdash seemed to space out a lot, as of in deep thought. It caught her friends' attention, and so Twilight decided to help, and see what was on her mind. But she said something surprising before Twilight could ask. "I've been thinking about joining Celestia's Royal Guards...". Twilight's jaw dropped. "You do understand that you may not come back." she said softly. "Applejack also wanted to join... But I looked into it and the Royal Guard is being restricted to just Canterlot. Celestia is making an army now, and a sky force too." Rainbowdash said. This surprised Twilight even more. "Wha-" she started to say, but Rainbowdash interrupted her, "Fluttershy asked about it too- because she can help medically. She does have a skill with healing.". Twilight's head was spinning. _Rainbow? Applejack? Even Fluttershy? Who's next, Pinkie Pie? _She didn't know what to say. Her friends were going to fight... And maybe never come back. She had to go home, to settle her nerves. But not before asking the biggest question in her mind. "Why? Why do you want to do this? You may never come back..." she said sadly. "Somepony has to do it. If everypony thought and did the same thing, then we would not stand a chance. We need to defend ourselves, and not let the rebels get away with this.". "But- Fluttershy? She can't stand a drop of blood, let alone battle wounds!" exclaimed a distressed Twilight Sparkle. "I think I can do it, if it helps." said a voice behind her. Twilight turned around and saw a nervous, but confident Fluttershy. "W-when are you signing up?" stammered Twilight. "We were actually going to meet here to go together, and AJ should be here soon. Just then, Applejack walked towards them, along with Big Macintosh. "Y'all ready t- oh hi Twilight, why are you here?" she said. "I was just talking to Rainbow, and I just found out what you are doing. Why didn't you tell the rest of us?" she said, getting upset. "We were going to, but thought that you might talk us out of it..." said Fluttershy. "We have made up our minds, and we're stickin' to it." said Applejack, trying to hide her nervousness. Then, reluctantly, Twilight said "I guess I'll go with you, just to be there for you.". They agreed, and walked over to the recruiting building. It used to be a Post office, but was converted for recruiting purposes just yesterday. The Post office was moved to a different building, closer to the east of town. When they were on their way, they were surprised to see that there was a long line of new recruits. They waited in the line, Twilight off to the side to show that she wasn't actually in line. When they got to the tables set up in front, Applejack, Rainbowdash, and Fluttershy told what they planned to do, signed, and went to Twilight's library. Twilight sent spike to get the others, to tell them, and to say goodbye, for they chose to leave for training tomorrow. When they arrived, they all looked at each other quizzically. "What could be so important that you have to make me leave in the middle of making a dress for Cherilee?" said a slightly irritated Rarity. "Umm, Cherilee left town last week, we don't know where she went, Rarity. But back to the point- the reason why we're meeting here is to say goodbye to Applejack, Rainbowdash, and Fluttershy." said Twilight sadly. The two other ponies stared at her, and Pinkie asked "Where are they going?". "We signed up for Celestia's military. And before you say it- we didn't tell you before because we didn't want want you to talk us out of it." said Rainbowdash, trying to hide her nervousness. "What? I...I don't know what to say..." gasped Rarity. Pinkie's jaw dropped. She shook her head quickly and said "Will you come back?" she said. "We will try. But we can't guarantee it." said Applejack. They explained to the others their reasons, and Applejack went to say goodbye to her family. Fluttershy went to say goodbye to her animals, and left them in the care of Twilight. They went to bed, and woke up to go to the train station at 8:00 AM. They said their goodbyes, along with many more recruits. The train left, taking them to train. To become soldiers.


	5. Chapter 5

**Part 5**

A month has gone by, and there had been nothing but preparation. All of Equestria has been bracing itself for the war, and during this past month, which has been described as the 'Calm before the storm', everypony has been waiting nervously for the next event, which hasn't come so far.

Most ponies have finished training by now, and are being or have been stationed. Rainbowdash is in charge of the defense of Cloudsdale, Applejack has been sen to Apploosa, and Fluttershy has had the luck of being stationed in Ponyville.

Today, though, came news which would shock the world. Apploosa has been openly attacked by the Vanguard- this was the first real battle of this war. The end result- The town was unprepared, and fell in a few hours. The soldiers and civilians that survived the battle escaped when the town was captured. Reports say that they are headed to Ponyville, for their new commander, Applejack had been field promoted to lead them after their original leader was killed. This is what happened, from Applejack's perspective:

It was a hot day, but it wasn't unusual for a desert town such as Apploosa. Applejack and the other three companies had been sent to Apploosa to guard it, but nopony ever thought they they would be attacked. Until the scout came in. The scout rushed up to the commander of the companies, out of breath, and quickly said "Sir, prepare NOW, I just saw a battalion of rebels headed this way, and it looks like they mean business.". The Commander looked at him, then to the three captains, and said "Put all companies on alert. This could be serious.". The three captains simultaneously said "Yes, sir!" and rushed off to give the orders. But not two minutes later, the Vanguard had charged... From behind a rock formation that the Celestian soldiers had overlooked. "Look! Over there!" said a soldier. About thirty heads turned towards the right. There, they saw 50 Vanguard charging towards them. Applejack yelled "Don't just stand there gawkin', shoot!". This snapped them out of it. They turned around and started shooting, but it was too late. The Vanguard got to them, and started tearing through their ranks. _Darn, at his rate, none of us will make it!_ Applejack thought. She looked around, but saw an enemy charging her. She lifted up her gun and fired just as soon as the Vanguard soldier was about to reach her with his blade, he collapsed on top of her, a bloody hole in his chest. She was stunned for a second, mainly because this was her first kill, but she remembered the situation and pushed the body off, and continued fighting. "Sergeant! Call the other company! Tell them to evacuate the town!" she yelled, jumping away from a grenade. The sergeant nodded, picked up his radio and conveyed the message. "They will be ready to leave in ten minutes!" he said, but Applejack shook her head. "We don't have that kind of time, sugarcube... Everypony! Fall back!" she called. They started to retreat, they only had three squads left out of two companies. They ran back to town, bringing the battle with commander met up with them, and said "This is a lost cause, nopony else needs to die, We need to retreat! Head east! Meet at rally po-" he stopped and collapsed when a bullet went through his throat. A medic ran over to him, and helped him up as he pointed to Applejack, meaning she just inherited his command. "Retreat to rally point Alpha! Go go go!" she yelled, and they all ran as fast as their legs could carry them.

Ponyville was shocked at the arrival of the small company of beaten soldiers. Twilight and Fluttershy ran over to them, Fluttershy went straight to help the wounded, and Twilight went to speak to Applejack. "Are you all right?" she said. "I don't know... Its... just horrible. A pony I killed fell right on top of me, and everything was numb after that..." Applejack stammered. It was clear that the other soldiers felt the same. This was awakening for all ponies. They now understood the seriousness of the war. "Do you need any help? And where is your comm-" Applejack interrupted her: "Right there." she pointed sadly. Twilight turned to see a large stallion being carried away on a stretcher, with half of his throat gone. She gagged. "And no, I don't need any help, at least right now anyway. But thanks for the offer sugarcube. I appreciate it. But I have a job to do, see ya, Twilight." said Applejack calmly, then she turned around and went to her soldiers. Twilight didn't know what to do, so she went to talk to Rarity. "-and his throat... It was half gone. I don't know what to do, Rarity. What if they come here?" said a distressed Twilight. "Darling, calm down. I don't think the rebels will get here. Those big, strong Guards and soldiers will keep them away. The rebels just got lucky." said Rarity soothingly, but she did seem worried too. She had been helping the Celestian soldiers by designing armor. She was busy most of the time, but after they paid for the designs, her business slowed down. "I guess you're right. Thanks Rarity." said Twilight, she gave her friend a hug, and left to talk to Pinkie Pie. She was wondering how the hyper pink pony was doing with all of this going on. When she arrived, Pinkie was sitting at a table, looking sad. "What's the matter, Pinkie?" Twilight asked. She looked up, and said "A lot of my friends left town... Some left to go fight for Celestia, and others just left. And the ones that are here seem to not have time for me anymore.". She looked and sounded sad. "Pinkie, this whole war thing is a serious situation. Its not you, the reason why nopony has any time for your parties is because they are busy. Everypony is helping the soldiers. As soon as the war ends, we can have a big party to celebrate our victory, but until then, we just gotta hold on." Twilight said reassuringly. "O-okay. I think I can hold on until then. But what can I do?" she said. "Well... You can bake food for the soldiers, that'll help." This cheered her up, "Okay! I'll get right to it!" Pinkie said as she hopped up and ran to the kitchen. Twilight chuckled. _There's nothing that can keep that pony down for long._ She went home, to send a letter to Celestia, telling her what she saw today, then she headed to bed to get some much needed sleep.

At Amelioration, in a command room, Valrek and his too Generals celebrated the victory. They then began to come up with a plan to strike right to Canterlot. "We need Cloudsdale, if we can take that city, we will have air superiority." Said Ironhoof. "That makes sense, and we can use my new rocket pods and metal wings to capture it." said an exited Shimmermane. "Yeah, those things were a pain to figure out, but they are sturdy." Replied Geartail. "Valrek nodded in approval, then looked over and asked "Silvereye, do you think we can do it?". "If we send most of our Pegasi, and use those wings and rockets, we can. It might be a close one though. And if we destroy or capture the artillery cannons there, we can take Ponyville, too." she said confidently. Valrek stamped his hoof just then, and said "That is a good idea, Silvereye! If we attack Cloudsdale, then Ponyville soon afterwards, we can surprise them. And if we kill or capture the legendary six, that would prove very useful to winning this war. So, when do we begin the main siege?". The Generals all looked at him. "Well, if we attack when we finish off Cloudsdale, we can get there well before the Ponyville soldiers and legendary six do, of they decide to flee." said Ironhoof. The others nodded in approval. "Then it's settled. When we reach those three objectives, we will begin our Final Charge." said Valrek. It was agreed on, and they began planning to reach the two cities and the town.


	6. Chapter 6

**Part 6**

2 Months have passed, and the war escalated. The Vanguard have pushed through, tooth and hoof. The Celestian military outnumbered them at first, but the rebels has training and technology to back them up. The ponies of Ponyville hadn't seen any action so far, but grew anxious as the enemy came closer. The Cloudsdale Sky force had seen some action, for they went to minor skirmishes, but none were too close to the city itself. But they, also, grew nervous towards the approaching enemy. Rainbowdash, who was promoted to command most of the ponies at Cloudsdale, has been part of some of those skirmishes, but fared much better than Applejack. She now faced the biggest challenge of her life.

"Ma'am, all Sky force soldiers are up-to-date on their training, and all the scouts so far have showed that the rebels are nowhere to be found." said a brown Pegasus mare. "Nowhere to be found?" said Rainbowdash. "That's suspicious... Tell all ponies to suit up, we aren't going to be caught off guard like most places. And how many scouts are still out?". "Just one group of two, and I'll tell the others." he said, then took off to convey the orders. _Cloudsdale will stand strong. And we will fight these rebels back until they are either wiped out or surrendering. I can't wait to see the look on Valrek's face when I burst into whatever hole he's hiding in. _She thought. This brought a confident smile to her face. She looked out of the watchtower, into the partly cloudy sky. Then, two scouts flew out of the forest below, and straight to her. "We saw them! They're coming!" they screamed. This Snapped her out of her daydream of victory. "How many?" she replied. "A lot is all we know, but this will be a big battle!" they answered. She turned around and relayed the message. The others were getting ready. She turned around and looked into the clouds. She saw some shapes... One, two, five, ten, twenty, she stopped counting. There were hundreds of them. They were all Vanguard. Some were heavily armed with unknown weapons, some were even unicorns and earth ponies, with metal wings. And they were all heading straight for her city. She turned around, terrified, and yelled "They're coming!". Her voice cracked, but she didn't have time to care, for when she looked back, some of the heavily armed ponies launched rockets from tubes under their wings, pummeling the side of the city and it's defenders, shocking them and providing enough time for them to arrive, and then they started the battle. Rainbowdash left her tower to fight with her soldiers. It was mayhem. Bullets flew everywhere, an occasional rocket was launched from a Vanguard, and sometimes hit its target, sending bits of gore flying, and the rest of the pony that is still whole fell lifelessly. The flying unicorns used their magic to wield blades menacingly, and hacked through the Celestian Sky force. The battle quickly engulfed Cloudsdale. Rainbowdash was pumped with adrenaline, and she was horrified. She sliced through rebels with her hoof blades, and fired her shoulder mounted guns. She soon became covered with blood and scorch marks from close calls with rockets. For the first time, she doubted her survival. But, she had gone out of the fight to rally more soldiers. She raised her blades along with the others behind her. "For Equestria, and for Celestia!" she yelled at the top of her voice, then charged into the heat of battle.

Twilight was talking to Applejack on the edge of town when they heard of the news. Their jaws dropped. Cloudsdale was under siege. "I wonder if Rainbow will be alright..." Twilight said softly. "Don't worry, she's a tough mare. And she's got attitude to boot." said Applejack. "It's a good thing we're already on alert, now that the rebels are so close." a corporal said. Just then, Pinkie walked up, bringing some cupcakes. She was silent, for she was very busy. But her tail began twitching "Twitcha twitch, Twitcha twitch! Watch out, something's going to fall!" she said as she put onher umbrella hat and walked away. "Here, it's all I've got for now." said Applejack, and gave Twilight a helmet. "Now what could possibly fall n-" she was interrupted by a loud explosion, that was just close enough to send her through the air a few feet. Her ears were ringing heavily, and all the other noises seemed muted and far away. She tried to look around to get her bearings and figure out what happened, but her vision was blurred, and all she could see was shapes moving around, flashes, and other unexplainable things. Then she heard a voice . "Twilight..." it sounded distant, but urgent. "Twilight!" her hearing began to clear as somepony picked her up and dragged her behind something. "Twilight! Are you Ok?" said Applejack, as she and another pony looked at her. "I- I dont know. What happened?" she asked, clearly dazed. "You were pretty close to an explosion, from the artillery barrage that just let up." Applejack said, looking around cautiously. "Twilight looked herself over, and saw a gash on her right thigh. "Don't worry, I'll fix that up." said the other pony, as he started to bandage it up. When he finished, she walked out from behind the rock. Applejack and the medic went to go take care of their business, leaving her next to the rock, but just when she was about to go home, she heard something from the edge of the forest. She looked, and didnt notice anything until a wave of charging rebels rushed out, yelling loudly. They had their weapons out, both guns and blades. And were heading right towards her and the line of defenders. The Celestian soldiers were caught off guard, and by the time they were ready, the Vanguard were already all over them in a mass of bullets, blades, and bodies. Twilight ducked for cover, for she wasn't a soldier, but was still considered an enemy to the rebels. A Celestian unicorn came to guard her, with his blades brandished. He stood his ground, protecting her in case a rebel came out of the battle. He then stumbled dizzily, looked at Twilight and said "I don't feel so good..." and collapsed, showing the bullet hole in the side of his head. Twilight gasped. She was sickened at the sight, and nearly fainted. But she then realized her situation. She calmed down enough to put on the armor, and used her magic to pick up the blades. _I may not be a trained soldier, but I am great with magic. And I can't run, because the front line is approaching fast!_ she thought. She then stood her ground and met the incoming enemies. She swung the swords, and started to fight back. She felt sick at the sight of the wounded and dead, and at the killing. The whole battle was hot, fast, and loud. It seemed that a thousand things were happening at once. Gunshots all around, an occasional grenade, the flashing of blades, screams, all happening at once. She ran forward and joined the battle screaming, for she was terrified. She began swinging her blades at the enemy. She slit one in the neck, cut another down the side, along a damaged gap in the armor. She surprized herself by how she could even manage to get into the fight, let alone battle like the other soldiers. By then, she notices a rebel charging towards her, off to her side, and she turned around just in time to sink the blade nearly all the way through her chest, and looked her in the eye. Time seemed to slow. She recognized this mare. "Cherilee?" she whispered. She watched the life fade from Cherilee's eyes, and she went limp on her blade. Twilight pulled it out and let the body collapse to the ground. She stared at the body which was the cheerful teacher of Ponyville in shock. She then realized the true horror of a civil war. Pony against pony, neighbor against neighbor. Friend against friend. "Twilight! Twilight! Move!". Somepony shoved her down, just as a spray of bullets zipped by where her head used to be. She shook her head and looked at her friend, who tackled her to the ground. "Why are you standing there? You could have gotten yourself killed!" Applejack yelled. Twilight looked up at her and said "I- I..." she stammered. "C'mon now, we don't have all day." Applejack said nervously. "I found Cherilee..." said Twilight as she pointed a shaky hoof toward the body. "Oh... Oh dear... But we have to move, these rebels are strong, and we have to fall back." said Applejack sadly. They got up and ran back to the town, along with the shattered remains of the defenders they were with.

When they got back, they were greeted with good news, they had time to meet up with friends, for the fighting had lowered enough that there was no ground being gained or lost. Twilight and Applejack met Pinkie pie, Rarity, and Fluttershy at her library. Almost immediately after the door closed, she collapsed to the ground, crying her eyes out. The others went up to her, trying to calm their hysterical friend, but the only thing that calmed her was time. After ten minutes, her hysterical crying turned to soft sobs. Her friends gently took off her bloody, dirty, and damaged armor, and helped wash her off. When she calmed down, she told them what happened, from the time Pinkie's tail twitched, until the moment she walked into her home. Their eyes were full of tears too, for the day had been hard on them all. Pinkie pie had to help carry the wounded to Fluttershy, who barely held herself together enough to mend the wounds of Celestian soldiers. Rarity was constantly washing and mending the fabric of armor, and passing them to a blacksmith to repair. Applejack was with Twilight, doing what she could to defend her home. Then Pinkie asked a question that was on all of their minds: "Where's Dashie?". They were all silent. Then Applejack said "Last I heard, she was defending Cloudsdale in a massive attack about fifteen minutes before the rebels attacked us.". Pinkie's eyes teared up. "I... I hope she is ok..." she said softly. They all nodded in agreement. The five friends have all had a hard day, and after about ten more minutes, a Lieutenant knocked on the door and asked for Applejack and Fluttershy to return to duty. "I wish to join, sir." Twilight said. The others looked at her, surprised. "Well, we could use all the help we can get. And I saw you out there, so I think you'll do well. If you will come with me, we can find you a company to join." he said. "She can join mine." Applejack said. "I am a personal friend of hers, and she has good leadership skills. I'll make her my Executive officer.". "Yes ma'am." said the lieutenant. "Just come with me, and I can sign you in officially.". They followed him to the command center, which was the town hall, and officially signed Twilight Sparkle up in the Celestian armed forces. Meanwhile, Fluttershy went back to her medical duties at the hospital, which had tents outside for some of the wounded who couldn't fit inside the crowded building.

The next day, the Vanguard began their intense attacks once again. The fighting moved into the streets of Ponyville, among the damaged and some undamaged buildings. The buildings took damage from a night bombing, and artillery fire. The Ponyville radio operators no longer received messages from Cloudsdale, and they assumed that it fell to the Vanguard overnight. The news traveled fast, and the ponies mourned the possible loss. But hey didn't had time for that, for the enemy was working their way into the town.


	7. Chapter 7

**Part 7**

The group of Pegasi flew onward, most were injured, but only one out of seven ponies was critical. They flew towards the closest friendly area they knew of- Ponyville. They had fought long and hard to defend their city, but were pushed out. Their morale was shattered. Their only hope was that the rebels hadn't done the same to Ponyville, which was just attacked, according to the last bit of news they received. They flew on, following their leader, Rainbowdash. "That doesn't look good!" said a sergeant with half an ear missing and minor burns across his left side. They all looked in the direction he pointed out- Ponyville, their destination. There was columns of smoke coming up from the town. They were disheartened. This means the rebels broke through to the town itself. "We will see more fighting when we get there, so don't expect a friendly greeting at first!" announced Rainbowdash. They all continued in silence, using the clouds as cover as much as they could.

When they arrived at the town, they searched around from the sky to find the borders between friendly and enemy ground. As they were looking, Rainbowdash saw somepony she recognized as a friend of hers fighting on the ground. "Let's go! Dive! Dive!" she said. They dived in from the sky, strafing the rebels that were attacking her friend. After the first run, they landed and fought from the ground, pushing their enemies back. When the rebels fled, Rainbowdash and her small group turned around to meet their comrades. Twilight Sparkle was standing there, two bloody blades being sheathed, in armor, covered in dirt and blood. They stood there for a few seconds analyzing each other, Rainbowdash with the defeated, but still defiant look in her eyes, burns along her back and cuts along her front legs and sides, badly damaged armor, and a gash along the left side of her face. Twilight Sparkle, with her scratched up armor, cuts on her chest and her shoulders, a bandage across her forehead and back right leg, and a determined, but tired look in her face. They then embraced, sobbing, for they doubted that they would ever see each other again. "Are the others okay?" asked Rainbowdash. "They're fine, Applejack took some shrapnel from an artillery hit, but its nothing major." said Twilight. "Oh thank dear Celestia... I was worried that they may have gotten one of you." sighed Rainbowdash. "We were worried about you too, Rainbow. And where are the others?" asked Twilight. "Others?" said Rainbowdash quizzically. "Yeah, the other survivors from Cloudsdale.". "Oh... This... This is all that's left." Said Rainbowdash sadly, pointing to the six Pegasi. "Oh, I am so sorry. That many...?". "Yes. We thought we could push them back, we had the advantage of numbers at first, but they have better weapons and technology... We fought tooth and hoof, but they pulverized us." said Rainbowdash. "Come on, I'll get you to Fluttershy. You look like you need to get fixed up, along with the others" Twilight pointed to the other Pegasi. They followed her to the hospital and medic tents where Fluttershy was working faster than they could have imagined before. She washed off their wounds and bandages them up. "Fluttershy- you look so calm, how can you be in int middle of this?" Rainbowdash asked. "After seeing so much of this and more, and having to fix it, a pony learns how to keep her head." she said quickly, moving on to the next patient. "She hardly seems herself anymore..." said Rainbowdash softly. "I don't blame her, after being up close and personal with all of this." Twilight made a wide gesture, pointing out the whole medical area, full of rushing doctors and medics, the moans and screams of the wounded, and the dead being moved to be buried somewhere else. "I don't think any of us are the same anymore..." whispered Rainbowdash. Later that day, they all got to take time to meet up again, all six meeting up together in a mixture of joy and sadness. They all realized that after the defeat of Cloudsdale, more rebels will come. They could barely hold back the tide of enemies now, let alone with more rebels incoming. The four ponies that were soldiers met up with the command of Ponyville defense, and came up with a plan. To evacuate the town. They would clear a path through he enemy lines, guard the edged of it, and get the civilians through. Then follow by defending from behind. They had no other choice, and had to go before the enemy reinforcements arrived. So they contacted Canterlot and requested help to clear the path, but they had problems of their own, and could only offer safe passage into the inner part of the city when or if the Ponyville defenders and civilians arrived. So they were on their own for now.

The next day, the Vanguard seemed to let up on the attacks. They were apparently regrouping, recovering, and recuperating. The Celestian army in Ponyville took this opportunity to announce their plan. The citizens accepted this with little excitement, but they all knew what would happen if they repeated the Cloudsdale battle. So while the Vanguard was recuperating, the entire force of Celestian soldiers drilled a path through the rebel lines, taking them by surprise. The civilians rushed through, and made it past the enemy. But as they exited the battle, the soldiers got surrounded. Before the rush, the civilians were told to head straight for Canterlot, and to not wait for the soldiers, for the Royal Guard would meet them at their Capitol. When the soldiers got surrounded, the Vanguard relentlessly pushed in, trying to wipe them out, but the Celestian soldiers were fighting with all they had, and that was just barely enough. A little less than half of them made it out of the death bubble. When they got out, they all just bolted, following in the civilians' hoof prints.


	8. Chapter 8

**PART 8**

When they arrived at Canterlot, they found it under siege. The two sides were at a stalemate so far. But the Guards kept their promise, they provided the refugees and beaten soldiers with a way into the innermost part of the city. When they all arrived, the six ponies were invited to stay in the Canterlot castle, where Celestia and Luna were. As they moved in, Twilight met up with her brother, Shining Armor and his wife Cadence. They both looked at Twilight and realized how much she has been through. They exchanged stories for a while until both siblings were called to duty.

Celestia called for a meeting with the six ponies. An urgent one. When they arrived, Celestia said "Welcome, my little ponies. You have all done very well, by fighting valiantly and supporting the war effort. And I have a plan that may end this war once and for all.". The six ponies leaned coward excitedly, anticipating their leader's idea. "Somehow, we need to get to Valrek, and when we do, you six can use the Elements of Harmony to set things right." said Celestia hopefully. "But how would that work? There has already been so much destruction." Twilight said. Celestia smiled, "Ah, but remember Discord? He caused many things that might have seemed permanent, but the Elements healed it all, along with imprisoning him in stone.". The ponies smiled brilliantly, for all of this suffering could be healed. They never thought about the Elements. "But we don't even know where he is," Fluttershy said "so how can we use them?". "I have reports that Valrek is going to lead an attack on Canterlot himself. So when he does, you six will use the Elements to end this war." Celestia announced proudly. The ponies agreed, and gathered the elements in Celestia's throne room. They were prepared to win this war once and for all.

At Amelioration, Valrek was putting on his armor. He had been in two battles so far, and his soldiers had trusted that he knew what he was doing. "Is everything ready?" he said. "Yes, sir.' Replied Ironhoof. they were preparing for what he hoped to be the final battle of the war. They were going to push through Canterlot and storm the Castle. His Generals had tried to talk him out of it, but he stuck with his decision to fight in this battle alongside his soldiers. "It is fitting for me to be a part of the battle that decides the fate of Equestria." he said earlier to them, when they were planning out the final push to victory. When everything was ready, he gave the order to move out. "We will invade Canterlot Castle, and capture Princess Celestia! No matter what, do not go back! Show no fear, and be confident, for when they see us pushing foward relentlessly, they will break in front of us! We are now on the march to victory!" Valrek said to his army, just as they began marching towards Canterlot.

Four days later, when the sun just set, a Guard on one of the watchtowers of Canterlot castle noticed something odd. The lights in the city were going out. He got out binoculars and looked at this, wondering what was going on. When he looked, he saw Vanguard soldiers silently moving through the streets and alleyways, killing Guards and soldiers as they went. And among them was the biggest surprise of all- a large Grey Alicorn stallion, in dark armor, fighting alongside his soldiers. "They're coming! Sound the alarms!" he shouted, and almost immediately after he said that, the alarm was raised and the Guards and soldiers raced to defend their Capitol. The Vanguard noticed this increase in alert and went from stealthily getting their way in, they openly charged, and they were almost to the castle walls in a matter of minutes. They did not stop charging, they kept moving until they met up with the trenches the Guards and Celestian soldiers had fallen back to. When news of this spread, the six ponies put on their Elements and four of them went to fight. The four were almost to the entry room when they heard a loud *BOOM*, and saw a Guard saying something about Pegasi with rockets. They stopped when Rainbowdash told them to wait. They listened carefully. *BOOM*, *crraack*, *BOOM*.They heard the door in the entry hall get splintered to what sounded like the rockets. "They're in the castle," she said, "lets go back to Celestia.". They turned around and ran through the corridors, toward the main hall, where the rest of them were gathered. As they ran, hey heard the fighting behind them, as their comrades tried desperately to hold back the attackers. When they arrived with the others, they already knew the situation. And not two minutes later, the Vanguard came crashing through the door to the main hall.


	9. Chapter 9

**Part 9**

The Vanguard, the remaining Royal Guard, and the legendary six all stared each other down. Then the rebels parted, and a large, grey Alicorn stallion with a light grey mane that had a red streak, with a matching tail, wearing Vanguard armor walked calmly through, sheathing his four blades. "Now!" Celestia yelled. The six ponies activated their elements, and floated up. The Vanguard and Balrek stood there, bewildered. Then, a rainbow beam aimed at the Vanguard leader came up out of the glowing six ponies and blasted Valrek in a blinding light. The glow around the six faded, and they came back to the ground, feeling relieved, confident in the things that saved the world so many times before. They looked at where the beam struck Valrek. It was glowing brightly, but started to fade. Valrek was standing there, looking at them. Smiling. "I honestly did not expect that, and I applaud your creativeness and dedication even in the face of defeat. But, unfortunately for you, it didn't work." Valrek said in a calm voice. "But... How? They have saved us from all evil so far..." Twilight said. Valrek looked at her and said "That's true, and it would probably have worked. But contrary to your belief, I am not evil.". Pinkie spoke up now "Does that make US evil?" she gasped. Valrek chuckled. "No, none of us are evil. We simply have different beliefs on Equestria's future and leadership.". The six ponies stared at him in disbelief. He went on to explain his findings and beliefs, along with its supporting evidence. Leaving nothing out. The six ponies and even the Guards and soldiers were dumbfounded. They looked from Valrek to Celestia. Celestia stared Valrek down, humiliated and surprised at his findings, evidence, and explanation. All of the ponies who had fought for Celestia, and supported her, now stared at her in disbelief. Then Twilight asked the question that was on all of their minds, "Is this true?" she said. Celestia looked down at her student, who had dedicated most of her life to follow in her hoof steps, who had been faithful to her, who had fought for her. She knew there was no sense in lying. She simply nodded her head sadly. The ponies gasped. Then Valrek said "I wish to speak to Celestia. You can leave safely. Don't run or hide. The whole area in under my control. If you do, then you may be seen as an enemy. And I also suggest taking your helmets off.". The ponies, including Celestia's Guards and soldiers obeyed. They then walked out, followed by Vanguard, leaving the two leaders alone. As they walked through the castle, eventually going out into Canterlot, on the streets, Rainbowdash asked "So where is Luna?". "She is in another room in the castle. Most definitely they brought her into the main hall after we left." Twilight said. "I just can't believe it." she continued. "All this time, we were fighting for Celestia, when all those things Valrek said and has been saying were true... All of this could have been avoided..." she dipped her head down in defeat. They all felt the same. As they continued walking, a group of Vanguard approached them and told them of a place they could wash up, get something to eat, and stay for the night. They thanked them, and went to the holding in which they were directed to, thinking of how odd it is that the very ponies they fought earlier today now act as if they are just other ponies taking a stroll. They entered the building, washed up, ate a bit of food, and went to bed.

They woke up the next morning, and left the building in which they stayed the night. They couldn't just carry their uniforms and armor, so they had to wear them again. They were not alone though, for many ponies were in the same situation. Everypony was still jumpy and nearly jumped out of their skin if they turned the corner and saw a different uniform or armor, but they all knew the fighting was over. News was announced that Valrek would give a speech, and it would declare the end of the war, and, of course, everypony wanted to be there. So, at around 5:00PM, the ponies at Canterlot gathered in he place where Celestia and Luna used to give their speeches. When all of the ponies calmed down, Valrek appeared at the balcony. "Greetings, everypony. I am Valrek, the leader of the Vanguard, and, as you all may think, the winner of the war. But I am not the winner. You all are, no matter what side you are on, you survived. And I respect each and every one of you for your valiant efforts.". He went on to explain his findings, evidence, and reasons for the rebellion. He also explained his plans for Equestria, to advance them the way they should be, but safely. To preserve Equestria's beauty. He then told them that the war was not quite over. This surprised the audience. "Yes, unfortunately we are still at war. Celestia hasn't surrendered. But I gave her time to decide, and she said she reached a conclusion. So, here is Princess Celestia!" he announced respectfully. The Princess, looking like the royal princess she is, walked up and said "My little ponies, this has indeed been a very challenging time for us. Valrek has had the courtesy, which surprised me, to let me have my own bedroom to think this over in last night. And my final conclusion is that I will stand by what I said before. I will not surrender.". Valrek put his head down and shook it slowly. "Let's see what the other Princess has to say, Princess Luna?" he said. Luna walked up next to her sister and announced to the audience "I see no reason to resist, we clearly have one choice. I, Princess Luna surrender my rule to Valrek, leader of the Vanguard. And sister, I suggest that you do the same.". Celestia looked at her sister, then to Valrek, and said "I would rather die than give up the land I ruled for millennia!". "If you surrender, you will still be treated like royalty. I do not wish to rob you of that title. But I will act on your wishes. Are you absolutely sure, Celestia?" said Valrek. Celestia looked among the crowd, seeing that most of them, even her legendary six were yelling, calling for her to surrender. She then looked at Valrek and told him "I will stand by my decision. I would rather die than give you Equstria.". Valrek looked at her sadly, and said "I have you a choice, Celestia. And I did not want to have to do this. But if it is what you want, I will do it. If anypony wishes to leave now, please do, for Princess Celestia has asked for death.". The crowd fell silent. Some ponies left, but not many. Most of the crowd stayed. Luna said "Celestia, please. Just accept it, surrender!". Celestia turned to her and said "Luna, I now give you the power and authority to raise both the moon and sun.". She have the ability to Luna, and she turned away, tears selling upon her eyes, leaving. She did not want to see this. Vanguard officers brought out an execution device that severs the head from the body. A guillotine. They placed Celestia's neck into the groove of the device. "I'll give you one more chance. Please reconsider, Princess." Valrek said. Celestia looked straight forward, silent. The crowd was also silent. It seemed like the rest of the world stopped. "So be it." Valrek said. The Vanguard officer pulled the rope. The blade fell. A squad of Vanguard soldiers took the Princess's remains and the guillotine away. All eyes were on Valrek, now the king of Equestria stood before his nation, and said "None of us shall celebrate this. In honor of the ponies and the Princess who have fallen, this day, the last day of Summer, shall be dedicated to them. We sill remember them well. But now, we shall rebuild Equestria, then, and only then shall we celebrate our victory in the war. This, my friends, is the dawn of a new era."


	10. Chapter 10

**Part 10**

Luna was saddened by the loss of her sister, but was able to keep her composure thanks to many years of public speaking. She looked at Valrek, the new king of Equestria, as they left the balcony and walked into the castle. "Luna, I am sorry about your sister. But she was corrupted by something that could have ruined our world, and wouldn't let it go. It was the only thing I could do." he said. She looked at him, and said "It is ok… I understand. She was getting irrational.". "And I will keep to my promise- because you surrendered, you will keep a position of authority. You will rule over Canterlot castle, and help represent and manage Equestria." Valrek said. Luna was puzzled. "But where will you stay? There are no other significant castles.". Valrek smiled, for he hadn't told her of Amelioration yet. "I have a castle, and will show you next week, when we begin work on it."

Later, when Luna had set the sun and raised the moon, she noticed something. _My sister was executed… Why don't I feel much of anything? I feel as if she is still here…_ Her train of thought stopped dead in its tracks. She was stunned… for Celestia was speaking to her- in her mind! _Luna… Can you hear me?_ She took a second to overcome the surprise. _Yes, sister. But… How? _The voice returned, _Somehow, when I gave you my abilities, I also left something else, I don't yet know what. But listen- do not trust him. He will just set you up to fall, and will ruin my-_ She paused _-our kingdom. Follow my lead, and I will guide you to bring him down, bring me back, and return our full power. Will you, my sister?_ Luna thought about this offer. It was tempting, but then again… Celestia was 'corrupt' as described by Valrek. Then again- she didn't sound the same as she did during the war. _Celestia?_ she asked, wondering if she was still there. _Yes, Luna?_ She was there, after all. _I will do my best, sister._


End file.
